S-8 1 dotronix052690_s8.htm Dotronix, Inc. Form S-8

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933



DOTRONIX, INC.


(Exact Name of Registrant as Specified in its Charter)

Minnesota   41-1387074  


(State or Other Juris-  (I.R.S. Employer 
diction of Incorporation  Identification Number) 
or Organization) 

160 First Street SE
New Brighton, Minnesota 55112


(Address of principal executive offices) (Zip Code)

1999 Stock Incentive Plan
(Full Title of the Plan)

Robert V. Kling
Chief Financial Officer
160 First Street SE
New Brighton, Minnesota 55112
(651) 633-1742
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:
Barbara Müller, Esq.
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402-1425


CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered
Amount to be
Registered(1)
Proposed Maximum
Offering Price
Per Share(2)
Proposed
Maximum
Aggregate
Offering Price(2)
Amount of
Registration Fee

Options to Purchase   Indefinite   $ 0.00   $ 0.00   $ 0.00  
Common Stock under the 
1999 Stock Incentive Plan 
 
Common Stock issuable  250,000 shares  $ 0.33  $ 82,500  $ 9.71 
under the 1999 Stock 
Incentive Plan 
 
TOTAL:           $ 9.71 

(1)   In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein and any additional securities which may become issuable pursuant to anti-dilution provisions of the plan.

(2)   Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the OTC Bulletin Board on June 10, 2005.






        The purpose of this Registration Statement is to register additional shares for issuance under the Registrant’s 1999 Stock Incentive Plan. The contents of the Registrant’s Registration Statement on Form S-8, Reg. No. 333-31020 are incorporated herein by reference.

SIGNATURES

        The Registrant.   Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Brighton and State of Minnesota, on the 14th day of June, 2005.

           
    DOTRONIX, INC.
(the “Registrant”)


   


By:  
 

/s/   Kurt T. Sadler
 
 
Kurt T. Sadler, President and
      Chief Executive Officer
 










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        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

(Power of Attorney)

        Each of the undersigned constitutes and appoints Kurt T. Sadler and Robert V. Kling his true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement of Dotronix, Inc. relating to the Company’s 1999 Stock Incentive Plan and any or all amendments or post-effective amendments to the Form S-8 Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature Title Date
 
     /s/   Kurt T. Sadler   President, Chief Executive Officer and   June 14, 2005  

  Director (principal executive officer) 
Kurt T. Sadler     
 
     /s/   Robert V. Kling   Chief Financial Officer   June 14, 2005  

  (principal financial officer and  
Robert V. Kling   principal accounting officer)  
 
     /s/   L. Daniel Kuechenmeister   Director   June 14, 2005  

    
L. Daniel Kuechenmeister     
 
     /s/   Craig Laughlin   Director   June 14, 2005  

    
Craig Laughlin     








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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549




DOTRONIX, INC.

Form S-8 Registration Statement

EXHIBIT INDEX

Exhibit
Number
  Exhibit Description

5   Opinion and Consent of Counsel re securities under the Plan
23.1   Consent of Counsel (See Exhibit 5)
23.2   Consent of Independent Registered Public Accounting Firm
24   Power of Attorney (See Signature Page)











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